Exhibit 10.14
HEALTH BENEFITS CONTINUATION
AGREEMENT
WHEREAS, a Health Benefits Continuation Agreement (the "Agreement") was
entered into between Xxxxxx & Xxxxx Corporation, a Tennessee corporation
("T&B"), and Xxxxxxx X. Xxxxxxx ("Xxxxxxx") effective February 2, 2005; and
WHEREAS, T&B and Xxxxxxx desire to amend and restate the Agreement
effective September 5, 2007 to reflect section 409A of the Internal Revenue Code
of 1986, as amended, and the final regulations issued thereunder;
NOW, THEREFORE, IN CONSIDERATION of the mutual promises, covenants and
agreements set forth below and for other good and valuable consideration (the
receipt and sufficiency of which are hereby acknowledged), the parties agree
that the Agreement is amended and restated to read as follows:
SECTION 1
DEFINITIONS
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"Benefits" shall mean medical (including prescription drug) and dental
coverage as described in Section 2(b).
"Cause" shall mean Xxxxxxx'x termination of employment due to his
conviction of, or plea of guilty or nolo contendere to, a felony, or the willful
engaging by Xxxxxxx in gross misconduct which is materially and demonstrably
injurious to T&B, as determined by the Board of Directors of T&B, in its sole
discretion.
"Dependent" shall mean any dependent of Xxxxxxx (including Xxxxxxx'x
spouse) who is receiving medical (including prescription drug) or dental
coverage under the Welfare Plan immediately prior to Xxxxxxx'x Retirement. An
individual shall not be eligible for Benefits under this Agreement if he or she
(a) becomes a dependent of Xxxxxxx after the date of Xxxxxxx'x Retirement, or
(b) is not covered under the Welfare Plan immediately prior to Xxxxxxx'x
Retirement.
"Reimbursement and In-Kind Benefit Rule" means, with respect to in-kind
benefits provided or expenses eligible for reimbursement which are subject to
Section 409A of the Internal Revenue Code of 1986, as amended ("Code"), that (i)
the benefits provided or the amount of expenses eligible for reimbursement
during any calendar year shall not affect the benefits provided or expenses
eligible for reimbursement in any other calendar year, except as otherwise
provided in Treas. Reg. ss.1.409A-3(i)(1)(iv)(B), and (ii) the reimbursement of
an eligible expense shall be made as soon as practicable after reimbursement is
requested, but not later than the December 31 following the calendar year in
which the expense was incurred.
"Retirement" shall mean severance from employment with T&B and its
affiliates after attaining age 50 and completing at least five Years of Credited
Service (as defined in Part A of the Xxxxxx & Xxxxx Pension Plan, as amended and
restated effective January 1, 2002).
"Welfare Plan" shall mean the comprehensive medical benefits and dental
benefits maintained by T&B for its employees generally. In the event T&B
maintains more than one medical program or dental program, the program offered
by T&B to active employees at its corporate headquarters shall be the Welfare
Plan.
SECTION 2
BENEFITS
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(a) Eligibility. Upon his Retirement, Xxxxxxx and his Dependents shall
receive Benefits as provided in this Agreement. If Xxxxxxx'x xxxxxxxxx from
employment with T&B and its affiliates occurs prior to Retirement or for Cause,
Xxxxxxx and his Dependents shall not be eligible for any Benefits under this
Agreement.
(b) Benefits Provided. If Xxxxxxx is eligible for Benefits under this
Agreement, Xxxxxxx and his Dependents shall be entitled to medical (including
prescription drug) and dental coverage under terms and at a level that is no
less favorable to Xxxxxxx than the terms and level of coverage provided to
Xxxxxxx on September 5, 2007; provided, however, that Xxxxxxx and his Dependents
shall not be required to pay all or any part of the cost of Benefits hereunder;
and further provided that for purposes of coordination of benefits, Xxxxxxx
shall not be treated as if he were employed by T&B (so that, for example, in the
event coverage is available under Medicare or the medical or dental benefits
program maintained by Xxxxxxx'x then employer, the coverage provided to Xxxxxxx
shall be secondary coverage).
(c) Duration of Benefits. Benefits provided under this Agreement to Xxxxxxx
shall continue during Xxxxxxx'x lifetime. Benefits provided under this Agreement
to a Dependent shall cease on the earlier of the Dependent's death or the date
the Dependent ceases to be a Dependent for any reason (including, but not
limited to, divorce or failure to meet the requirements for dependent coverage
which shall be the same as those requirements set forth under the Welfare Plan
on September 5, 2007) other than Xxxxxxx ceasing to have coverage under this
Agreement as a result of his death.
(d) Code Section 409A. With respect to Benefits subject to Section 409A of
the Code, the Reimbursement and In-Kind Benefit Rule shall apply.
SECTION 3
MISCELLANEOUS
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(a) Termination Protection Agreement. This Agreement shall have no effect
on the Termination Protection Agreement (or any successor thereto) between
Xxxxxxx and T&B that provides certain welfare benefits in the event of a change
in control.
(b) Amendment or Termination. This Agreement may not be amended or
terminated other than by an instrument in writing, signed by the parties hereto.
Notwithstanding anything contained herein to the contrary, this Agreement shall
automatically terminate if Xxxxxxx'x employment with T&B and its affiliates is
terminated for Cause or for any reason prior to Retirement.
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(c) Mergers/Transfers. This Agreement shall be binding upon and inure to
the benefit of T&B and its successors and assigns and Xxxxxxx and his
Dependents. Nothing in this Agreement shall preclude T&B from consolidating or
merging into or with, or transferring all or substantially all of its assets to,
another entity. T&B shall require any such successor to expressly assume this
Agreement and all obligations of T&B hereunder. Upon such a consolidation,
merger or transfer of assets and assumption, the term "T&B" shall refer to such
other entity and this Agreement shall continue in full force and effect.
(d) No Contract of Employment. This Agreement shall not be construed as
conferring any legal right upon Xxxxxxx for a continuation of employment, nor
shall it interfere with the right of T&B to discharge Xxxxxxx.
(e) Termination for Cause. In the event Xxxxxxx is terminated for Cause, he
and his Dependents shall have no rights to any payments or benefits under this
Agreement.
(f) Governing Law. This Agreement shall be governed by and construed under
the laws of the State of Tennessee, excepting its choice of law provisions.
IN WITNESS WHEREOF, XXXXXX & XXXXX CORPORATION has caused this amended and
restated Agreement to be executed and its corporate seal to be affixed and
attested by its authorized officer, and Xxxxxxx has executed this Agreement, as
of September 5, 2007.
Attest: XXXXXX & XXXXX CORPORATION
By:____________________________ By:_________________________________
Name:
Title:
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Xxxxxxx X. Xxxxxxx
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